AMKR 10-K & 10-Q changes, risk factors and insider trading

•competition with established competitors in the packaging and test business, the internal capabilities of IDMs, and newother competitors, including foundries and contract manufacturers;

•dependence on international factories and operations, and risks relating to trade restrictions and regional conflict.conflict, including restrictive trade barriers, export controls, tariffs, customs and duties.

•our substantial indebtedness; and

•inflation, including wage inflation, and fluctuations in commodity prices, including gold, silver, copper and other precious metals;

•fluctuations in interest rates and currency exchange rates, including the current rising interest rate environmentrates;

In recent years, the U.S. Bureau of Industry and Security has announced new export control regulations applicable to the sale of U.S. semiconductor technology in China (collectively, the “BIS Regulations”). The above factors, in addition to the BIS Regulations and other similarly restrictive trade barriers adopted by U.S. and foreign governments applicable to the semiconductor supply chain, could impact our business and the businesses of our customers. These factors may have a material and adverse effect on our business, liquidity, results of operations, financial condition and cash flows or lead to significant volatility in our quarterly or annual operating results. In addition, these factors may materially and adversely affect our credit ratings, which could make it more difficult and expensive for us to raise capital and could materially and adversely affect the price of our securities.

We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from new competitors, including foundries and contract manufacturers.

Historically, we have also been dependent on the trend in outsourcing of packaging and test services by IDM and foundry customers. Our IDM and foundry customers continually evaluate the need for outsourced services against their own in-house packaging and test services. As a result, at any time and for a variety of reasons, IDMs and foundries may decide to shift some or all of their outsourced packaging and test services to internally sourced capacity. To the extent we limit capacity commitments for certain customers, these customers may increase their level of in-house packaging and test capabilities, which could make it more difficult for us to regain their business when we have available capacity. If we experience a significant loss of IDM or foundry business, it could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows, especially during a prolonged industry downturn.

We face competition from foundries, such as TSMC and Samsung, which offer full turnkey services from silicon wafer fabrication through packaging and final test. These foundries, which are substantially larger than us and have greater financial resources than we do, have expanded their operations to include packaging and test services and may continue to expand these capabilities in the future. If a key customer decides to purchase wafers from a semiconductor foundry that provides packaging and test services, our business could be adversely affected if the customer also engages that foundry for related packaging and test services.

InWe Octoberbegan 2023,delivering weadvanced completedpackages the initial phase of construction forfrom the Vietnam Facility.Facility in the third quarter of 2024, and we began construction of our Arizona Facility in the second half of 2025. While manufacturing has begun at the Vietnam Facility and construction has begun on our Arizona Facility, there can be no assurance that the actual scope, costs or benefits of thethese projectprojects will be consistent with our current expectations.

We provide packaging and test services through our factories and other operations located in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam. SubstantiallyA allsignificant portion of our property, plant and equipment is located outside of the United States, and many of our customers and the vendors in our supply chain are also located outside the United States. The following are some of the risks we face in doing business internationally:

Our competitors may develop, patent or gain access to know-how and technology similar or superior to our own. In addition, many of our patents are subject to cross licenses, several of which are with our competitors. The semiconductor industry is characterized by frequent claims regarding the infringement of patent and other intellectual property rights. If any third party makes an enforceable infringement claim against us or our customers, we could be required to:

We depend on our information technology systems for many aspects of our business. Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, interruptioninterruption, failures or failuresvulnerabilities in the systems of third-partythird-parties provider(including systems,those with access to our systems or data, such as customers or vendors), computer viruses, attacks by computer hackers, ransomwareransomware, phishing or other cybersecurity attacks, telecommunication failures, user errors, malfeasance or catastrophic events. Threat actors may utilize emerging technologies, such as AI and machine learning. Such events have occurred in the past and may occur in the future. Cybersecurity breaches could result in unauthorized disclosure of confidential information and/orinformation, disruptions to our operations.operations and/or impacts to a third party with which we have a relationship, such as a customer or vendor, which could result in reputational, competitive, operational or other business harms as well as financial costs and regulatory action. While we have not experienced a material information security breach, we cannot be sure that such a breach will not occur in the future. The information technology systems in our factories are at varying levels of sophistication and maturity as the factories have different sets of products, processes and customer expectations. Some of our key software has been developed by our own programmers, and this software may not be easily integrated with other software and systems. From time to time, we make additions or changes to our information technology systems. For example, we continue to further integrate information technology systems in our facilities in Japan into our existing systems and processes. We face risks in connection with current and future projects to install or integrate new information technology systems or upgrade our existing systems. These risks include:

We have a substantial amount of debt, and the terms of the agreements governing our indebtedness allow us and our subsidiaries to incur more debt, subject to certain limitations. As of December 31, 2024,2025, our total debt balance was $1,159.5$1,445.2 million, of which $236.0$162.4 million was classified as a current liability and $639.5$956.2 million was collateralized indebtedness at our subsidiaries.indebtedness. We may consider investments in joint ventures, increased capital expenditures, refinancings or acquisitions which may increase our indebtedness. If new debt is added to our consolidated debt level, the related risks that we face could increase.

As of DecemberFebruary 31,12, 2024,2026, Susan Y. Kim, the Chairman of our Board of Directors and members of the Kim family and affiliates owned approximately 132.1122.1 million shares, or approximately 54%,49.4%, of our outstanding common stock. The Kim family also has options to acquire approximately 0.6 million shares. If the options are exercised, the Kim family’s total ownership would be an aggregate of approximately 132.7122.7 million shares, or approximately 54%49.5%, of our outstanding common stock.

In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert Shares”). As of DecemberFebruary 31,12, 2024,2026, the Kim family owns 39.6approximately 29.6 million Convert Shares. The Convert Shares owned by the Kim family are subject to a voting agreement. The voting agreement requires the Kim family to vote these shares in a “neutral manner” on all matters submitted to our stockholders for a vote, so that such Convert Shares are voted in the same proportion as all of the other outstanding securities (excluding the other shares owned by the Kim family) that are actually voted on a proposal submitted to Amkor’s stockholders for approval. The Kim family is not required to vote in a “neutral manner” any Convert Shares that, when aggregated with all other voting shares held by the Kim family, represent 41.6% or less of the total then-outstanding voting shares of our common stock. The voting agreement for the Convert Shares terminates upon the earliest of (i) such time as the Kim family no longer beneficially owns any of the Convert Shares, (ii) consummation of a change of control (as defined in the voting agreement) or (iii) the mutual agreement of the Kim family and Amkor.

We earn a substantial portion of our income in foreign countries, and our operations are subject to tax in multiple jurisdictions with complicated and varied tax regimes. Tax laws and income tax rates in these jurisdictions are subject to change due to economic and political conditions. Changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Cooperation and Development (“OECD”). The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two Model Rules”). Some countries we operate in have enacted laws based on the Pillar Two Model RulesRules, effectivewhich in 2024. While the Pillar Two Model Rules did not have a material impact on our 2024 results, additional countries where we operate, including Singapore, have adopted Pillar Two Model Rules effective in 2025. Enactment of this legislation is expected tohas adversely affectaffected our effective tax rate, expected tax payments and conditional reduced tax rates. Changes in U.S. or foreign tax laws, including new or modified guidance with respect to existing tax laws, could have a material adverse impact on our liquidity, results of operations, financial condition and cash flows.

Environmental, health and safety laws and regulations in places we do business impose various controls on the use, storage, handling, discharge and disposal of chemicals used or generated in, or emitted by, our production processes, on the factories we occupy and on the materials contained in semiconductor products. For example, at our foreign facilities we produce liquid waste when semiconductor wafers are diced into chips with the aid of diamond saws, then cooled with running water. In addition, semiconductor packages have historically utilized metallic alloys containing lead within the interconnect terminals typically referred to as leads, pins or balls. The European Union’s Restriction of Hazardous Substances in Electrical and Electronic Equipment directive and similar laws in other jurisdictions, including China, impose strict restrictions on the placement into the market of electrical and electronic equipment containing lead and certain other hazardous substances. We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials arising out of our former or current operations, or otherwise as a result of the emission of GHGsgreenhouse gases (“GHG”) or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services. We could also be held liable for damages, including fines, penalties and the cost of investigations and remedial actions, and we could be subject to revocation of permits, which may materially and adversely affect our ability to maintain or expand our operations. Additionally, if Amkor is unable to align its environmental, health and safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.

The awards and incentives from the agreement with the U.S. Department of Commerce (the “Commerce Department”) pursuant to the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”) might not materialize as such awards and incentives are conditional upon achieving or maintaining certain outcomes and compliance with other obligations, are subject to reduction, termination, or clawback and would impose certain restrictions on our business.

In December 2024, the Commerce Department awarded us up to $407 million in direct funding pursuant to the CHIPS Act for the Arizona Facility. This award requires us to achieve construction and production milestones and restricts us from undertaking certain activities. We cannot guarantee that we will successfully achieve and maintain outcomes or be able to comply with other obligations required to qualify for this award or that the Commerce Department will provide or continue to provide such funding. The award arrangements provide the Commerce Department with rights to audit our compliance with their terms and obligations, and such audits could result in modifications to, or termination of, the award. To a lesser extent, we also receive incentives from state and local governments for the Arizona Facility, which have similar terms and conditions. Any awards or incentives we receive could be subject to reduction, termination, or clawback, and any decrease, termination, or clawback of such government awards and incentives could have a material adverse effect on our business, results of operations,operations or financial condition.

We have significant packaging and test services and other operations in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam.Vietnam, and the Arizona Facility is a new factory under construction in the United States. Such operations are or could be subject to: natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, extreme heat, volcanoes and other severe weather and geological events, and other calamities, such as fire; the outbreak of infectious diseases (such as Covid-19 and other coronaviruses, Ebola or flu); industrial strikes; government-imposed travel restrictions or quarantines; breakdowns of equipment; difficulties or delays in obtaining materials, equipment, utilities and servicesservices, including electricity and water; political events or instability; acts of war or armed conflict (such as ongoing conflicts in Ukraine and Israel); terrorist incidents and other hostilities in regions where we have facilities; and industrial accidents and other events, that could disrupt or even shut down our operations. While our global manufacturing footprint allowsmay allow us to shift production to other factories without substantial cost or production delays, certain of our services are currently performed using equipment located in one or only a subset of our factories. A major disruption or shutdown of any such factory could completely impair our ability to perform those services or require us to shift them to another location. As a result, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant losses.

This section includes comparisons of certain 20242025 financial information to the same information for 2023.2024. For discussion of 20232024 results in comparison with 20222023 results refer to “Management’s Discussion and Analysis of Financial ConditionsCondition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 16,21, 2024.2025.

Amkor is the world’s largest USU.S. headquartered OSAT (outsourced semiconductor assembly and test) service provider. We are an industry leader in developing and commercializing advanced packaging and test technologies, which we believe provide substantial value to our customers. Our primary financial objective is profitable sales growth. To achieve this goal, we are focused on leveraging our technology leadership positionand in services for advanced technologies,innovation, providing our customers with a geographically diverse manufacturing footprint, growingpartnering withinwith lead customers in the industry secular growthkey markets of HPC,HPC and AI, automotive, IoT and mobile communications, selectively growing our scale and scope through strategic investments and optimizing utilization of existing assets.

High performance computing supporting artificial intelligence and increasing demand for improved networking speed and storage within data centers, cloud computing, PCs and laptops,laptops are driving demand for more semiconductors and advanced packaging in the computing end market. Increasing semiconductor content in automobiles is driving increased demand for advanced packaging to enable the proliferation of safety features such as ADASADAS, andin-car computing, radar and digital cockpit features such as infotainment displays and telematics. TheIncreasing IoTbattery wearablesvoltage, withinhigher ourvoltage consumerpower endconverters, marketonboard arechargers, evolvingautomotive ininverter multiplecomponents applications,and suchmicrocontrollers asalso hearables,require innovative power packaging solutions. Hearables, watches and augmented reality and virtual reality devices.devices Integration ofintegrate multiple functions into small form factors,functions, such as processors, sensors and connectivity devices, reliesinto onsmall form factors, which requires innovation in advanced packaging. Within our communications end market, weWe have a strong position across multiple device functionalities within premium and high tierhigh-tier smartphones. We are collaborating with industry leaders as smartphones transition to include artificial intelligence and drive semiconductor growth through the adoption of new wireless standards, integration of a broad range of applications, enhanced features and higher performance requirements to support increased data processing. The trend to greater functionality drives miniaturization and innovation enabled by advanced packaging.

We operate in a capital-intensive industry. Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures, which are generally made in advance of expected revenues and without firm customer commitments. We fund our operations, including capital expenditures and debtother serviceinvestments requirements,and servicing principal and interest obligations with respect to our debt, from cash flows from our operations, existing cash and cash equivalents, short-term investments, borrowings under available creditdebt facilities and/or proceeds from any additional debt or equity financing. Maintaining an appropriate level ofOur liquidity is importantaffected to our business and depends on,by, among other considerations,factors, volatility in the global economy and credit markets, the performance of our business, our capital expenditureexpenditures and other investment levels, other uses of our abilitycash, including any payments of dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make to either repay debt and other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds fromof debt or equity financings and our investment strategy.financings. As of December 31, 2024,2025, we had cash and cash equivalents and short-term investments of $1,133.6$1,378.3 million and $513.0$613.0 million, respectively.

Our netresults sales,of grossoperations profit, operating income,and cash flows, liquidity and capital resourcesflows have historically fluctuated significantly from quarter to quarter due to many factors, including the seasonality of our business, the cyclical nature of the semiconductor industry and other factors discussed in Part 1, Item 1A of this Form 10-K. We continue to monitor the recent changes in global trade policy, including tariffs and related trade actions announced by the U.S. and other countries. The degree to which such tariffs and other related actions impact our business, financial condition and results of operations will depend on future developments, which are uncertain. We will continue to make prudent investments, and we will closely manage capacity expansion and control costs in response to any changes in market conditions.

Our net sales decreasedincreased $185.4$390.3 million or 2.9%6.2% to $6,708.0 million in 2025 from $6,317.7 million in 2024 from $6,503.1 million in 2023.2024. The decreaseincrease was primarily due to lowerhigher sales inacross our automotive and industrial and communications end markets, partially offset by growth in the computing and consumerall end markets.

Operating income margin decreasedincreased to 7.0% in 2025 from 6.9% in 2024 from 7.2% in 2023.2024. The decreaseincrease in our operating income margin was primarily due to increasedthe employeenet compensationamount costsrecognized for a cash receipt subject to bankruptcy proceedings related to our Nanium acquisition in May 2017 (“Nanium Insolvency Receipt”) and the incremental costs incurred in 2024 during start-up at the Vietnam Facility, partially offset by the increasedecrease in our gross margin discussed above and a reduction in bad debt expense.above.

In 2024,2025, our capital expenditures totaled $904.6 million, or 13.5% of net sales, compared to $743.8 million, or 11.8% of net sales, compared to $749.5 million, or 11.5% of net sales in 2023.2024. Our spending was primarily focused on investments in advanced packaging and test equipment.equipment and the Arizona Facility.

Net cash provided by operating activities was $1,095.6 million for the year ended December 31, 2025, compared to $1,088.9 million for the year ended December 31, 2024, compared to $1,270.0 million for the year ended December 31, 2023.2024. This decreaseincrease was primarily due to changes in workingcontract capitalliabilities due to customer advance payments and lowerhigher operating profits.profits, offset by changes in working capital.

In November 2024,2025, our Board of Directors approved a quarterly dividend of $0.08269$0.08352 per share, a 5%1% increase from the rate set in November 2023. The Board of Directors also approved a special cash dividend of $0.40546 per share.2024. In 2024,2025, we paid total cash dividends of $178.6$81.9 million.

The $185.4$390.3 million decreaseincrease in net sales in 20242025 compared to 20232024 was primarily due to lowerhigher sales inacross our automotive and industrial and communications end markets, partially offset by growth in the computing and consumerall end markets. The computing end market increased 16% in 2025 compared to 2024 primarily driven by strength in AI related PC devices and networking infrastructure. The automotive and industrial end market decreasedincreased 16%8% in 20242025 compared to 2023 primarily driven by elevated customer inventories and weaker demand. The communications end market decreased 7% in 2024 compared to 2023 primarily due to lowerstrong supportedadvanced content mixgrowth infor premiumADAS tier smartphones.applications. The computingconsumer and consumercommunications end markets grew 16%9% and 10%,1%, respectively, in 20242025 compared to 20232024, primarily driven by strong demand for ARM-basedIoT PCs, AI deviceswearables and IoTpremium wearables.tier smartphones.

Selling, general and administrative expenses increaseddecreased in 20242025 compared to 2023.2024. The increasedecrease was primarily due to increasedthe employeenet compensationamount costsrecognized from the Nanium Insolvency Receipt in 2025 and the incremental costs incurred in 2024 during start-up at the Vietnam Facility, partially offset by aincreased reductionemployee incompensation costs, the recovery of bad debt expense.expense Inin 2024,2024 and higher professional fees and software maintenance costs. The net amount recognized from the Nanium Insolvency Receipt was $32.4 million. The incremental costs incurred during start-up at the Vietnam Facility increasedwere approximately $16 million comparedin 2024. For additional information regarding the Nanium Insolvency Receipt, please refer to 2023.Note 17 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Research and development expenses decreasedincreased in 20242025 compared to 20232024 primarily due to thedevelopment utilizationprojects mixin ofnew assets shared with manufacturingadvanced and mainstream packaging technologies, partially offset by projects moving into production, partially offset by new development projects in packaging technologies.production.

Interest income increaseddecreased in 20242025 compared to 2023,2024, primarily due to lower interest rates, partially offset by increases in our cash and cash equivalent and available-for-sale debt investment balances and higher interest rates.balances.

The effective tax rate is below the U.S. statutory rate of 21% primarily due to lower tax rates applicable to our operations in some foreign jurisdictions where we earn income.income Theand effectivediscrete tax ratebenefits recognized in 2022 includes a $17.8 million tax benefit from the recognition of deferred tax assets we expect to utilize in future years.2025.

During 2024,2025, 20232024 and 2022,2023, our subsidiaries in KoreaKorea, Singapore and SingaporeVietnam operated under various conditional reduced tax rates. Beginning in 2024, our subsidiary in Vietnam also operated under a conditional reduced tax rate. As these conditional reduced tax rates expire, income earned in these jurisdictions will be subject to higher statutory income tax rates, which may cause our effective tax rate to increase. In addition, the conditional reduced tax rates granted to certain operations are expected to be adversely impacted by the enactment of the Pillar Two Model Rules effective in 2025. We believe the short-term impact will result in an increase to the overall effective tax rate of approximately 2 to 3 percentage points, before any discrete tax items, depending on the amount and relative mix of earnings in each location, among other factors.

For certain accounts receivable, we use non-recourse factoring arrangements with third party financial institutions to manage our working capital and cash flows. Under these arrangements, we sell receivables to a financial institution for cash at a discount to the face amount. Available capacity under these arrangements is dependent on the level of our trade accounts receivable eligible to be sold, the financial institutions’ willingness to purchase such receivables and the limits provided by the financial institutions. These factoring arrangements can be reduced or eliminated at any time due to market conditions and changes in the creditworthiness of customers. For the year ended December 31, 20242025 and 2023,2024, we sold accounts receivablereceivables totaling $158.6$154.4 million and $253.9$158.6 million, net of discounts and fees of $0.4$0.5 million and $1.3$0.4 million, respectively.

In December 2024, we signed a Direct Funding Agreement with the U.S.Commerce Department of Commerce for the award of up to $407 million in government incentives pursuant to the CHIPS Act, and no funds have been received to date. The award requiresagreement uscontains representations, warranties and covenants that relate to achievecompliance with requirements, including construction milestones, and productionalso milestonesincludes overcertain theevents nextof severaldefault years.and related rights and remedies, including clawbacks. In addition, we are eligible to receive a 25%an investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. In July 2025, the enactment of OBBBA increased the investment tax credit rate from 25% to 35% for qualified property placed in service after 2025. For additional information, please refer to Note 1 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

TheIn maximumMay borrowing2025, capacitywe underentered ourinto $600.0a million$1.0 billion senior secured revolving credit facility (the “20222025 SingaporeRevolving RevolverCredit Facility”) isthat limitedreplaced an existing revolving credit facility. The 2025 Revolving Credit Facility includes an uncommitted optional accordion of up to $200.0 million, which may be incurred in the form of revolving commitment increases or term loans. In June 2025, we amended the 2025 Revolving Credit Facility agreement and created a basenew amounttranche equalof term loans (the “Term A Loans”), which are secured and guaranteed on a pari passu basis to the lesserrevolver loans under the existing agreement. The Term A Loans have an aggregate principal amount of: (1)$500.0 $600.0million. million;In orJuly (2) $250.0 million plus2025, a variableportion amountof equalthe proceeds were used to 37.5%redeem $125.0 million of our consolidated6.625% accountsSenior receivableNotes balance.due September 2027 (“2027 Notes”) and repay the remaining $98.0 million of term loans at Amkor Assembly & Test (Shanghai) Co., Ltd. (“AATS Loans”). The 2025 Revolving Credit Facility and Term A Loans will mature in May 2030. As of December 31, 2024,2025, we had availability of $600.0$1.0 million.billion under the 2025 Revolving Credit Facility. As of December 31, 2024,2025, our foreign subsidiaries also had $60.0$58.6 million available to be borrowed under term loan credit facilities. For additional information regarding the 20222025 SingaporeRevolving Revolver,Credit Facility, please refer to Note 11 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Certain of our debt agreements havecontain restrictions on dividend paymentsaffirmative and thenegative repurchasecovenants ofincluding, stockamong others, covenants to maintain a minimum interest coverage ratio and subordinateda securities.maximum consolidated leverage ratio, which restrict our ability to pay dividends and could restrict our operations. These restrictions are determined in part by our covenant compliance and on calculations based upon cumulative net income and do not currently have a material impact on our ability to make dividend payments or stock repurchases.

The debt of Amkor Technology, Inc. is structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries. From time to time, Amkor Technology, Inc., Amkor Technology Taiwan Ltd. (“ATT”), Amkor Advanced Technology Taiwan, Inc. (“AATT”) and Amkor Technology Singapore Holding Pte. Ltd. (“ATSH”) and Guardian Assets, Inc. (“Guardian”) guarantee certain debt of our subsidiaries.

In 2024,2025, we paid total quarterly cash dividends of $178.6$81.9 million, and we currently anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend upon our results of operations, financial condition, cash requirements, debt restrictions and other factors.

We make significant capital expenditures in order to service the demand of our customers. In 2024,2025, our capital expenditures totaled $743.8$904.6 million or approximately 11.8%13.5% of net sales, which are primarily focused on investments in advanced packaging and test equipment.equipment and the Arizona Facility.

We expect that our 20252026 capital expenditures will be approximately $850$2.5 million, approximately 5%billion to 10%$3.0 ofbillion. whichThe weincrease expectfrom 2025 is primarily due to spend on the construction of the Arizona Facility. Ultimately, the amount of our 20252026 capital expenditures will depend on several factors including, among others, the timing and implementation of any capital projects under review, including the commencementprogress of construction forof the Arizona Facility, the performance of our business, economic and market conditions, the cash needs and investment opportunities for the business, the need for additional capacity to service anticipated customer demand, equipment lead times and the availability of cash flows from operations or financing. The primary sources of funds for our capital expenditures are cash flows from operations, current cash and cash equivalents, short-term investments, borrowings under available credit facilities and proceeds from any additional debt or equity financings. Please refer to Note 6 and Note 11 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information on our investments and borrowings, respectively.

Operating activities: Our cash flow provided by operating activities for the year ended December 31, 20242025 decreasedincreased by $181.2$6.7 million compared to the year ended December 31, 2023,2024, primarily due to changes in workingcontract capitalliabilities due to customer advance payments and lowerhigher operating profits.profits, offset by changes in working capital.

Investing activities: Our cash flow used in investing activities for the year ended December 31, 20242025 decreasedincreased by $151.6$84.7 million compared to the year ended December 31, 2023,2024, primarily due to higher payments for property, plant and equipment and higher net payments for short-term investments, partially offset by higher proceeds from the sale of property, plant and equipment and lower net payments for short-termforeign investmentexchange activity.forward contracts. Payments for property, plant and equipment can fluctuate based on the timing of purchase, receipt and acceptance of equipment.

Financing activities: The net cash usedchanges in financing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 and 2023 waswere primarily due to net debt borrowings in 2025 and the paymentspayment of oura dividends,special cash dividend in 2024, partially offset by increased payments of finance lease obligations and net debt repayments.obligations.

Additionally, we monitor on an ongoing basis our ability to utilize our deferred tax assets and whether there is a need for a related valuation allowance. In evaluating our ability to recover our deferred tax assets in the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of recent operations. With the exception of a certain foreign jurisdiction and select U.S. and foreign carryforwards, we consider it more likely than not that we will have sufficient taxable income to allow us to realize these deferred tax assets. However, in the event taxable income falls short of current expectations, we may need to establish a valuation allowance against such deferred tax assets. We have valuation allowances on certain U.S. foreign tax credit carryforwards expected to expire unused and on select deferred tax assets in certain foreign jurisdictions. Such valuation allowances are released as the related tax benefits are realized or when sufficient evidence exists to conclude that it is more likely than not that the deferred tax assets will be realized.

•the effect of interest rate increases on our variable rate indebtedness; and

•fluctuations in interest rates and changes in credit risk.risk;

We obtain the materials and equipment required for the packaging and test services performed by our factories from various vendors. We source most of our materials, including critical materials such as leadframes, laminate substrates and gold wire, from a limited group of suppliers. The costs of materials used in our packaging and test services have increased and may continue to increase, which could adversely impact our business, financial condition, results of operations and cash flows. A disruption to the operations of one or more of our suppliers could extend lead times for materials and equipment and have a negative impact on our business. For example, geopolitical events, including the ongoing conflicts in the Middle East and tensions between China and Taiwan, could disrupt global supply chains and adversely affect the availability and cost of materials and equipment, and furthermore, fire, severe weather, earthquakes, flooding and tsunamis in the past have impacted the supply of specialty chemicals, substrates, silicon wafers, equipment and other supplies to the electronics industry.

We began delivering advanced packages from the Vietnam Facility in the third quarter of 2024, and we began construction of our Arizona Facility in the second half of 2025. While manufacturing has begun at the Vietnam Facility and construction has begun onof our Arizona Facility,Facility is underway, there can be no assurance that the actual scope, costs or benefits of these projects will be consistent with our current expectations.

We have a substantial amount of debt, and the terms of the agreements governing our indebtedness allow us and our subsidiaries to incur more debt, subject to certain limitations. As of MarchJune 31,30, 2026, our total debt balance was $1,414.2$2,485.7 million, of which $157.0$150.8 million was classified as a current liability and $924.5$865.8 million was collateralized indebtedness. We may consider investments in joint ventures, increased capital expenditures, refinancings or acquisitions which may increase our indebtedness. If new debt is added to our consolidated debt level, the related risks that we face could increase.

As of MarchJune 31,30, 2026, Susan Y. Kim, the Chairman of our Board of Directors, and members of the Kim family and affiliates owned approximately 122.1 million shares, or approximately 49.3%,49.2%, of our outstanding common stock. The Kim family also has options to acquire approximately 0.6 million shares. If the options are exercised, the Kim family’s total ownership would be an aggregate of approximately 122.7 million shares, or approximately 49.4% of our outstanding common stock.

In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert Shares”). As of MarchJune 31,30, 2026, the Kim family owns approximately 29.6 million Convert Shares. The Convert Shares owned by the Kim family are subject to a voting agreement. The voting agreement requires the Kim family to vote these shares in a “neutral manner” on all matters submitted to our stockholders for a vote, so that such Convert Shares are voted in the same proportion as all of the other outstanding securities (excluding the other shares owned by the Kim family) that are actually voted on a proposal submitted to Amkor’s stockholders for approval. The Kim family is not required to vote in a “neutral manner” any Convert Shares that, when aggregated with all other voting shares held by the Kim family, represent 41.6% or less of the total then-outstanding voting shares of our common stock. The voting agreement for the Convert Shares terminates upon the earliest of (i) such time as the Kim family no longer beneficially owns any of the Convert Shares, (ii) consummation of a change of control (as defined in the voting agreement) or (iii) the mutual agreement of the Kim family and Amkor.

Amkor’s broad and strategically located manufacturing footprint is a key differentiator, enabling us to deliver flexible, resilient and cost-effective solutions to customers worldwide. With facilities located in key manufacturing regions in Asia and Europe, we provide customers with multiple options to mitigate risk, diversify supply chains and support regionalization initiatives. As a U.S. headquartered OSAT, we are expanding our manufacturing footprint with the construction of a new facility in Arizona. Construction began in the second half of 2025, and we believe that this investment will strengthen our ability to serve customers seeking to regionalize their supply chains and will enhance our participation in U.S. semiconductor initiatives. In addition, we continue to scale production in our Vietnam facility, which opened in 2024, further increasing our capacity and operational flexibility in Asia. Our scale and geographic diversity allow us to qualify production at multiple sites,sites and optimize asset utilization and absorb large orders with quick turnaround times.utilization.

High performance computingHPC supporting artificial intelligenceAI and increasing demand for improved networking speed and storage within data centers, cloud computing, PCs and laptops are driving increasing demand for semiconductors and advanced packaging in the computing end market. Increasing semiconductor content in automobiles is driving demand for advanced packaging to enable safety features such as advanced driver assistance systems (“ADAS”), in-car computing, radar and digital cockpit features such as infotainment displays and telematics. Increasing battery voltage, higher voltage power converters, onboard chargers, automotive inverter components and microcontrollers also require innovative power packaging solutions. Hearables, watches and augmented and virtual reality devices integrate multiple functions, such as processors, sensors and connectivity devices, into small form factors, which requires innovation in advanced packaging. We have a strong position across multiple device functionalities within premium and high-tier smartphones. We are collaborating with industry leaders as smartphones transition to include artificial intelligence and drive semiconductor growth through the adoption of new wireless standards, integration of a broad range of applications, enhanced features and higher performance requirements to support increased data processing. The trend to greater functionality drives miniaturization and innovation enabled by advanced packaging.

We operate in a capital-intensive industry. Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures, which are generally made in advance of expected revenues and without firm customer commitments. We fund our operations, including capital expenditures and other investments and servicing principal and interest obligations with respect to our debt, from cash flows from our operations, existing cash and cash equivalents, borrowings under available debt facilities and/or proceeds from any additional debt or equity financing. Our liquidity is affected by, among other factors, volatility in the global economy and credit markets, the performance of our business, our capital expenditures and other investment levels, other uses of our cash, including any payments of dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make to either repay debt and other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds of debt or equity financings. As of MarchJune 31,30, 2026, we had cash and cash equivalents and short-term investments of $1,121.2$1,551.9 million and $727.3$960.3 million, respectively.

Our net sales increased $363.1$386.6 million, or 27.5%,25.6%, to $1,684.7$1,898.0 million for the three months ended MarchJune 31,30, 2026 compared to $1,321.6$1,511.4 million for the three months ended MarchJune 31,30, 2025, primarily due to growth across all end markets.

Gross margin for the three months ended MarchJune 31,30, 2026 increased to 14.2%16.8% compared to 11.9%12.0% for the three months ended MarchJune 31,30, 2025. The increase in gross margin was primarily due to higher factory utilization driven by the increase in net sales, partially offset by an increase in the proportion of products sold with higher material content and increased overhead and employee compensation costs.sales.

Operating income margin for the three months ended MarchJune 31,30, 2026 increased to 6.0%10.5% compared to 2.4%6.1% for the three months ended MarchJune 31,30, 2025, primarily due to the increase in our gross margin discussed above.above and a gain on disposal of fixed assets, partially offset by the net amount recognized in 2025 for a cash receipt subject to bankruptcy proceedings related to our Nanium acquisition in May 2017 (“Nanium Insolvency Receipt”).

Our capital expenditures totaled $224.6$688.4 million for the threesix months ended MarchJune 31,30, 2026 compared to $79.9$226.1 million for the threesix months ended MarchJune 31,30, 2025. Our spending was primarily focused on investments in advanced packaging and test equipment and the Arizona Facility.

Net cash provided by operating activities was $145.1$381.6 million for the threesix months ended MarchJune 31,30, 2026 compared to $24.1$282.6 million for the threesix months ended MarchJune 31,30, 2025. This increase was primarily due to higher operating profitsprofits, andpartially offset by changes in working capital.

The increase in net sales for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 was primarily due to growth across all end markets. The communications end market grew 32% and 37% and the automotive and industrial end marketsmarket grew 42%35% and 28%, respectively,31% for the three and six months ended MarchJune 31,30, 2026 compared to 2025, respectively, primarily drivendue byto increased supported content in premium tier smartphones and growth in ADAS and industrial applications,applications. respectively.Additionally, Thethe computing and consumer end marketsmarket grew 19%23% and 4%, respectively,21% for the three and six months ended MarchJune 31,30, 2026 compared to 2025, respectively, primarily driven by strength in datacenter and traditional consumer products, respectively.datacenter.

Our cost of sales consists principally of materials, labor, depreciation and manufacturing overhead. Since a substantial portion of the costs at our factories is fixed, there tends to be a strong relationship between our revenue levels and gross margin. Accordingly, relatively modest increases or decreases in revenue can have a significant effect on margin and on labor and other manufacturing costs as a percentage of revenue, depending on product mix, utilization, foreign currency exchange rate movements and seasonality. We have expanded our business in advanced packaging, which tends to have higher material costs than our other products. As we continue toAn increase in production of these higher material cost products, thereproducts could behave an impact on our profitability, depending on overall utilization.

Gross profit and gross margin increased for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, primarily due to higher factory utilization driven by the increase in net sales, partially offset by an increase in the proportion of products sold with higher material content and increased overhead and employee compensation costs.sales.

Research and development expenses decreased for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, primarily due to projects moving into production, partially offset by development projects in new advanced packaging technologies.

Income tax expense, which includes foreign withholding taxes, minimum taxes and certain tax credits, reflects the applicable tax rates in effect in the various countries where our income is earned and is subject to volatility depending on the relative mix of earnings in each location. Income tax expense increased for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, primarily due to an increase in income before income taxes. Income tax expense for the three months ended June 30, 2025 included discrete tax expense associated with the Nanium Insolvency Receipt.

During the threesix months ended MarchJune 31,30, 2026 and 2025, our subsidiaries in Singapore and Vietnam operated under various conditional reduced tax rates. The conditional reduced tax rates granted to certain operations in Korea expired during 2025. As these conditional reduced tax rates expire, income earned in these jurisdictions will be subject to higher statutory income tax rates, which may cause our effective tax rate to increase.

Our primary source of cash and the source of funds for our operations are cash flows from operations, current cash and cash equivalents, short-term investments, borrowings under available credit facilities and proceeds from any additional debt or equity financings. Please refer to Note 7 and Note 11 to our Consolidated Financial Statements in Part 1, Item 1 of this Form 10-Q for additional information on our investments and borrowings, respectively.

As of MarchJune 31,30, 2026, we had cash and cash equivalents and short-term investments of $1,848.5$2,512.2 million. Included in our cash and short-term investments balances as of MarchJune 31,30, 2026 is $1,400.4$1,269.9 million held offshore by our foreign subsidiaries. We have the ability to access cash held offshore by our foreign subsidiaries primarily through the repayment of intercompany debt obligations. If we were to distribute this offshore cash to the United States as dividends from our foreign subsidiaries, the dividends generally would not be subject to U.S. federal income tax, but the distributions may be subject to foreign withholding and state income taxes.

For certain accounts receivable, we use non-recourse factoring arrangements with third party financial institutions to manage our working capital and cash flows. Under these arrangements, we sell receivables to a financial institution for cash at a discount to the face amount. Available capacity under these arrangements is dependent on the level of our trade accounts receivable eligible to be sold, the financial institutions’ willingness to purchase such receivables and the limits provided by the financial institutions. These factoring arrangements can be reduced or eliminated at any time due to market conditions and changes in the creditworthiness of customers. For the threesix months ended MarchJune 31,30, 2026 and 2025, we sold receivables totaling $20.9$30.4 million and $9.4$25.5 million, respectively, net of discounts and fees, which were insignificant for the respective periods.

In December 2024, we signed a Direct Funding Agreement with the U.S. Department of Commerce (the “Commerce Department”) for the award of up to $407 million in government incentives pursuant to the CHIPS Act, and no funds have been received to date. The award requires us to achieve construction and production milestones over the next several years. In addition, we are eligible to receive a 35% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act and the One Big Beautiful Bill Act (“OBBBA”). For additional information, please refer to Note 1 to our Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

The maximum amount available to draw under the 2025 Revolving Credit Facility is $1.0 billion. The 2025 Revolving Credit Facility includes an uncommitted optional accordion of up to $200.0 million, which may be incurred in the form of revolving commitment increases or term loans. As of MarchJune 31,30, 2026, we had availability of $1.0 billion under the 2025 Revolving Credit Facility. As of MarchJune 31,30, 2026, our foreign subsidiaries also had $55.9$54.7 million available to be borrowed under term loan credit facilities.

As of MarchJune 31,30, 2026, we had debt of $1,414.2$2,485.7 million, with $157.0$150.8 million payable within 12 months. As of MarchJune 31,30, 2026, the interest payment obligations, based on stated coupon rates for fixed rate debt and interest rates applicable at MarchJune 31,30, 2026 for variable rate debt, were $357.2$333.1 million during the remaining term of the debt. Interest payment obligations payable within 12 months were $64.8$63.4 million. We were in compliance with all debt covenants as of MarchJune 31,30, 2026, and we expect to remain in compliance with these covenants for at least the next 12 months. For additional information regarding our debt arrangements, please refer to Note 11 to our Consolidated Financial Statements in Part 1, Item 1 of this Form 10-Q.

We lease certain machinery and equipment, office space and manufacturing facilities. As of MarchJune 31,30, 2026, our total remaining operating lease obligations and finance lease obligations were $78.5$71.6 million and $154.7$145.1 million, respectively, with $26.5$25.3 million and $47.7$45.5 million payable within 12 months, respectively. The lease obligations represent our future minimum lease payments including interest payments.

We had off-balance sheet purchase obligations for capital expenditures, long-term supply contracts and other contractual commitments. As of MarchJune 31,30, 2026, the purchase obligations were $1,034.1$1,465.2 million, with $947.2$1,395.1 million payable within 12 months.

We enter into customer advance payment agreements from time to time, some of which require standby letters of credit. As of MarchJune 31,30, 2026, we expect to receive approximately $300 million of advance payments over a two-year period, all of which will require standby letters of credit upon receipt. In July 2026, we received $100.0 million of customer advance payments and issued the related standby letters of credit. During the same month, we separately entered into an advance payment agreement with a customer pursuant to which we expect to receive approximately $1.5 billion in 2027. For additional information regarding our customer advance payments, please refer to Note 1 to our Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

During the threesix months ended MarchJune 31,30, 2026, we paid total quarterly cash dividends of $20.7$41.4 million, and we currently anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend upon our results of operations, financial condition, cash requirements, debt restrictions and other factors.

We make significant capital expenditures in order to service the demand of our customers. During the threesix months ended MarchJune 31,30, 2026, our capital expenditures totaled $224.6$688.4 million, which are primarily focused on investments in advanced packaging and test equipment and the Arizona Facility.

Net cash provided by (used in) operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025, was as follows:

Operating activities: Our cash flow provided by operating activities for the threesix months ended MarchJune 31,30, 2026 increased by $120.9$99.0 million compared to the threesix months ended MarchJune 31,30, 2025, primarily due to higher operating profitsprofits, andpartially offset by changes in working capital.

Investing activities: Our cash flow used in investing activities for the threesix months ended MarchJune 31,30, 2026 increased by $271.7$801.9 million compared to the threesix months ended MarchJune 31,30, 2025, primarily due to higher payments for property, plant and equipment and net payments for short-term investments in the current year. Payments for property, plant and equipment can fluctuate based on the timing of purchase, receipt and acceptance of equipment.

Financing activities: The changes in financing activities for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 were primarily due to theincreased timingnet ofdebt ourborrowings, quarterlypartially dividendoffset paymentby payments for theCapped respective periods.Calls.